Item 5.02 - Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2023 (the “Effective Date”), the Board of Directors
of Gulfport Energy Corporation (the “Company”) appointed Michael Hodges, age 44, as Executive Vice President and Chief Financial
Officer of the Company. Mr. Hodges will succeed William Buese, who resigned as Executive Vice President and Chief Financial Officer of
the Company, effective as of the Effective Date. Mr. Buese will remain with the Company as an adviser until May 3, 2023.
Mr. Hodges most recently served as Senior Vice President, Finance and
Accounting at Leon Capital Group. Prior to joining Leon Capital, he was the Executive Vice President and Chief Financial Officer for Montage
Resources Corporation until its merger with Southwestern Energy Company in November 2020. From 2012 until joining Montage Resources in
2018, Mr. Hodges served as the Chief Financial Officer for three upstream energy companies focused on near-term value creation through
the acquisition and early-stage development of oil and natural gas resources. Mr. Hodges received his Bachelor of Business Administration
in Finance from the University of Oklahoma and a Master of Science in Energy Management from Oklahoma City University and is a Certified
Public Accountant in the State of Oklahoma.
There are no family relationships between Mr. Hodges and any director
or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, there
are no undertakings between Mr. Hodges and any other person pursuant to which he was selected to serve as an officer of the Company, and
there are no transactions between the Company and Mr. Hodges that would require disclosure under Item 404(a) of Regulation
S-K.
Hodges Employment Agreement and Equity Awards
In connection with Mr. Hodges’ appointment as Executive Vice
President and Chief Financial Officer of the Company, he and the Company entered into an Employment Agreement (the “Employment Agreement”),
effective as of the Effective Date. The Employment Agreement provides for, among other things, (i) an initial employment term ending on
December 31, 2026, with one-year automatic renewals unless either party provides at least 90 days’ prior written notice of its intention
to not extend the term; provided, that if a Change in Control (as defined in the Gulfport Energy Corporation 2021 Stock Incentive Plan,
as may be amended from time to time (the “Plan”)) occurs, the employment term will be extended to the later of the original
expiration date of the term and the expiration of the 24 month period following the effective date of such Change in Control, (ii) an
annualized base salary of $485,000, (iii) eligibility to receive an annual performance-based cash bonus, with the target value for fiscal
year 2023 equal to 100% of his base salary, and (iv) eligibility to receive annual grants of incentive equity awards pursuant to the Plan,
as determined in the sole discretion of the Company’s Compensation Committee.
Under the Employment Agreement, if Mr. Hodges’ employment is
terminated by the Company without Cause or if Mr. Hodges resigns for Good Reason (each as defined in the Employment Agreement), Mr. Hodges
will receive, subject to his execution and non-revocation of a release of claims against the Company and its affiliates and his continued
compliance with restrictive covenants, (i) a cash severance payment equal to one times the sum of his then-current base salary plus his
target annual bonus for the fiscal year in which such termination occurs (which is increased to two times the sum of base salary and target
annual bonus in the event such a termination occurs within 24 months following a Change in Control), (ii) payment of the pro rata portion
of his target annual bonus for the fiscal year in which such termination occurs, and (iii) subject to Mr. Hodges’ timely election
of continuation coverage under COBRA, a cash payment equal to his aggregate monthly COBRA premiums for the 12 month period following such
termination date, to be used by Mr. Hodges’ to subsidize his COBRA premiums (which is increased to 18 months in the event such a
termination occurs within 24 months following a Change in Control), in each case, payable in a lump sum on the 60th date following such
termination date.
The Employment Agreement also provides for the following restrictive
covenants: (i) non-solicitation of customers, employees and independent contractors during employment and for 12 months following termination,
(ii) non-disclosure of confidential information and trade secrets, and (iii) assignment of intellectual property.
The foregoing description of the terms of the Employment Agreement
is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached
hereto as Exhibit 10.1.
In connection with Mr. Hodges’ appointment, he will be granted
an initial equity award under the Plan, with a target value equal to approximately $2,000,000. Such award will be granted as follows:
(i) 40% in the form of time-based restricted stock units, granted pursuant to the Form of Employee Restricted Stock Unit Award Agreement
(which was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on March
1, 2023), and (ii) 60% in the form of performance-based restricted stock units, granted pursuant to the Form of Performance-Based Restricted
Stock Unit Award Agreement (which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2022, filed on March 1, 2023).
Hodges Indemnification Agreement
On the Effective Date, Mr. Hodges entered into an Indemnification Agreement
with the Company (the “Indemnification Agreement”). This Indemnification Agreement requires the Company to indemnify Mr. Hodges
to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance
certain expenses incurred as a result of any proceeding against him as to which he could be indemnified.
The foregoing description of the terms of the Indemnification Agreement
is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is attached
hereto as Exhibit 10.2.